Blubrry / RawVoice Hosting Affiliate Agreement
This Agreement contains the complete terms and conditions through which you (the “Affiliate”) agree to be bound as a participant in RawVoice Inc.’s affiliate program and which shall apply once your application to participate in the Program has been accepted by RawVoice. By applying to participate in the Affiliate Program you have confirmed that you have read this entire Agreement and have consented to its terms. You understand that this Agreement contains the terms and conditions that establish a relationship with RawVoice allowing you to establish links from your website, show notes, and video to websites established by RawVoice. Further, this Agreement allows the Affiliate to discuss, promote, explain and sell the services, as defined below, in exchange for a commission. You understand that participation in this program does not constitute an offer of employment nor does it mean that you will become an employee of Rawvoice, Inc. The extent of the relationship between you and Rawvoice is that which is defined by this Agreement.
1. INTRODUCTION
1.01
RawVoice is the sole and exclusive owner of all rights, title, and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names, trademarks such as but not limited to Blubrry, Blubrry Podcast Hosting, Blubrry Podcast Statistics, PowerPress, Blubrry WordPress Website, Subscribe on Android, Subscribe by Email, RawVoice Professional Stats, and MyCast™. RawVoice grants the Affiliate a limited license for the duration of this Agreement to use its trade names, trademarks, and logos for the sole purpose of promoting RawVoice/Blubrry services.
1.02
RawVoice/Blubrry offers a variety of services and products. The services and products offered by RawVoice/Blubrry are used by a media producer to store, deliver and measure their digitally produced media content. Each service is a distinct and separate product offering, which RawVoice/Blubrry may change, enhance, modify or discontinue at its sole discretion. In addition, RawVoice/Blubrry may add new services, at its sole discretion and may or may not add any new services covered by this Agreement.
1.03
A prospective affiliate shall apply for the Affiliate program as a RawVoice/Blubrry user in their account. The applicant will be notified by email as to the acceptance or rejection of the application. RawVoice/Blubrry reserves the right to reject any application for any reason in its sole discretion and is not obligated to disclose to the applicant the reason for rejection. The application once approved, is used by RawVoice for payment and contact information. The Affiliate is responsible for maintaining up-to-date, accurate, and complete information within the application.
1.04
Upon your acceptance as an Affiliate, RawVoice shall provide the Affiliate with a promotional code or codes unique to the Affiliate that links the Affiliate to the purchase of a service. It is the Affiliate’s sole responsibility to utilize the promotional codes in a manner that allows a purchaser to accurately utilize the promotional codes as a unique referral by the Affiliate.
1.05
RawVoice may provide, at its sole discretion, promotional material such as logos, banners and ad copy for use by the Affiliate. In addition, RawVoice may provide incentives for use by the Affiliate, such as discounts or time-limited free services for new customers.
1.06
A Qualified Purchase is when a promotional code is successfully utilized to make a purchase of a service. A Qualified Purchase does not include a purchase where a credit or debit card is rejected, or a PayPal transaction is denied, or a transaction is canceled before a purchase is completed.
2. SALES AND COMMISSIONS
2.01
A commission is earned by the Affiliate when, as a direct result of the Affiliate efforts, a customer is referred to a RawVoice/Blubrry website, where the customer orders and pays for a service, a Qualified Purchase. The commission is determined by the price paid by the customer to purchase the product and does not include taxes or regulatory fees. The Affiliate’s sales commission is determined by the structure of each promotion. Each promotion will have a separate payment schedule provided at the beginning of each promotion.
2.02
An Affiliate may earn two types of sales commissions as detailed in the Commission payment schedule.
(a) A First Purchase Sales Commission is earned when a service is sold to a customer who is not currently using a RawVoice/Blubrry service.
(b) An Annual Bonus percentage based upon the Affiliate’s total of Qualified Purchases tiered at levels defined in the Commission Schedule.
2.03
The First Purchase Sales Commission and the Annual Bonus Percentage shall apply to, and only to, the following RawVoice/Blubrry products:
a. Blubrry Podcast Hosting Statistics
b. Blubrry Professional Statistics
c. RawVoice Professional Statistics
d. Blubrry WordPress Website
e. New service offerings as detailed in the promotion plan
Descriptions and pricing for the above can be found at www.blubrry.com and www.rawvoice.com.
2.04
On and after the date RawVoice discontinues a product, First Purchase Sales Commissions and Annual Bonus Percentages will no longer be paid for that product.
2.05
An Affiliate may not earn commission on services that are for their own use.
2.06
RawVoice, in its sole discretion, reserves the right to modify the terms of the Commission payment method or Commission Schedule at any time, such changes shall take effect when posted. Affiliates will be notified via email when changes are made to this Agreement and/or Commission Schedule.
2.07
Payment of commissions will be paid only through PayPal in United States dollars and only to the PayPal account holder as directed in the Affiliate’s application.
2.08
An Affiliate shall not attempt to convert a Repeat Purchase Sale to a First Purchase Sale through any means, directly or indirectly, or through a third-party.
2.09
An Affiliate shall not create multiple applications for RawVoice/Blubrry Affiliate Program. RawVoice will issue only one promotional code per affiliate unless multiple promotional codes are deemed necessary for tracking purposes by RawVoice. In such an event, multiple promotional codes will be associated with only one commission payment account.
2.10
RawVoice, at its sole discretion, retains the right to withhold, reverse or deny any commission payments if fraudulent activity is suspected.
2.11
If an Affiliate is a corporation the commission will be paid to the corporation. If an Affiliate is a partnership, the partnership must have a registered assumed name and the payment will be paid to the assumed name. If the Affiliate is an individual or several individuals as in the case where an affiliate is a media producer with multiple hosts, payment will be paid to one individual as directed in the affiliate application process. If a dispute arises among Affiliates as to who is entitled to a commission, RawVoice shall investigate and choose the Affiliate who shall receive payment. The Affiliate agrees that this decision is final and without recourse.
2.12
If any dispute shall arise as to the payment or amount of commission paid, the Affiliate shall file a notice of the dispute within 45 days of receiving the commission statement containing the disputed item. The notice of the dispute shall be sent to finance@rawvoice.com. Disputes filed 45 days after the receipt of the statement containing the disputed item will not be accepted by RawVoice and the Affiliate shall forfeit any rights to the claim or future claims regarding the disputed item.
2.13
The Affiliate is responsible for all taxes related to the commissions earned under this Agreement. RawVoice will issue a 1099 form to Affiliates whose earnings meet or exceed the applicable amount warranting the 1099 form.
2.14
The Affiliate is required to send a W8/W9 tax form to RawVoice within 90 days after the first commission is paid. If the Affiliate fails to provide a W8/W9 form within 90 days after the first commission is paid, RawVoice will consider all subsequent commission payments forfeited by the Affiliate and no payment will issue.
ARTICLE 3. MARKETING AND SALES
3.01
In exchange for potential commissions paid or actually paid, the Affiliate agrees to use their best efforts to market and sell the RawVoice/Blubrry Services.
3.02
The Affiliate agrees to refrain from using marketing practices that RawVoice deems as unethical or attract fraudulent signups. Further, the Affiliate agrees to comply with the guidelines outlined by the United States Federal Trade Commission concerning the use of endorsements, testimonials, and advertising. General information about the guidelines are found at http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking.
3.03
The Affiliate shall not make misrepresentations about the RawVoice/Blubrry Services.
3.04
The Affiliate will not send unsolicited emails to a recipient. If any email recipient requests the Affiliate to stop sending an email regarding a RawVoice/Blubrry Services, the Affiliate will discontinue such email.
3.05
The Affiliate will not create email addresses or utilize domain names with any RawVoice/Blubrry trademark names.
3.06
The Affiliate will not do anything RawVoice, in its sole discretion, determines is detrimental to RawVoice’s reputation. If RawVoice determines that the Affiliate is acting in a manner that is detrimental to RawVoice’s reputation, RawVoice will terminate the Affiliate’s account.
3.07
The Affiliate will not offer special promotions, free goods or services, or other incentives unless specifically approved by RawVoice.
3.08
RawVoice encourages the Affiliate to use social media (Facebook, Twitter, Google+, Pinterest, etc.) as a marketing tool to promote RawVoice/Blubrry Services. The Affiliate agrees to use social media marketing responsibly, and as a suggested guideline, limiting the number of posts per day to three, across all platforms. The posts must be genuine, bonafide, in context pre-selling information.
3.09
Customers who purchase RawVoice/Blubrry Services through the Affiliate Program shall be deemed to be customers of RawVoice. The Affiliate shall refer all RawVoice/Blubrry Services-related questions, requests, or queries to RawVoice or Blubrry.
3.10
The Affiliate shall not make or give to a customer or a potential customer any warranty, representation, or other statement concerning the RawVoice/Blubrry services without first obtaining the written consent of RawVoice.
ARTICLE 4. General Terms
4.01
While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and be an independent contractor and not an employee or agent of RawVoice. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of RawVoice nor shall it hold itself out as being an agent of RawVoice or as having apparent authority to contract for or bind RawVoice.
4.02
In no event shall RawVoice be liable for special, incidental, consequential, or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business, or loss of goodwill arising out of or in connection with this Agreement or the Product, whether or not such party has been advised of the possibility of such damages. RawVoice shall not be liable for any damages if, for any reason whatsoever, its Hosting Services fails or is non-operational for any reason whatsoever.
4.03
RawVoice may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its website. If any modification to this Agreement is not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliate’s continued participation in the Affiliate Program following the said posting of a change notice or new agreement shall constitute a binding acceptance by the Affiliate of the change.
4.04
If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
4.05
The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without RawVoice’s consent which shall not be unreasonably refused.
4.06
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors, and assigns.
4.07
This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements, and understandings.
4.08
In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy the breaches within seven days notice from RawVoice, it shall automatically forfeit the Sales Commission then or receivable at any time in the future. RawVoice shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.
4.09
RawVoice shall have the right but not the obligation to terminate this Agreement with an Affiliate who does not maintain a valid email address with RawVoice (RawVoice tracks all bounces of communications and automatically terminates any affiliate whose email address is not valid). RawVoice shall have the right but not the obligation to terminate this Agreement if the Affiliate ceases to actively market the RawVoice/Blubrry Services for a period of 90 days. RawVoice shall have the right but not the obligation to terminate this Agreement with an Affiliate who fails to make a non-refunded, First-Purchase Sales Commission during a 3-month period before such decision to terminate. In such cases, the Sales Commission owing, representing the sums earned shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time by sending written notice to finance@rawvoice.com.
4.10
As soon as notice of termination of this Agreement is given or upon termination, as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Product and shall forthwith cease all mentions and references to the RawVoice/Blubrry Service Plans and all links to the RawVoice/Blubrry Web-based storefront.
4.11
The laws of the United States and the State of Michigan will govern this Agreement, without reference to rules governing the choice of laws. Any action relating to this Agreement must be brought in the federal court for the Western District of Michigan or state courts located in Ottawa County, Grand Haven, Michigan, and the Affiliate irrevocably consents to the jurisdiction of such courts.
4.12
RawVoice’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of RawVoice’s right to subsequently enforce such a provision or any other provision of this Agreement.
Article 5. COMMISSION PAYMENT SCHEDULE
5.01 The Affiliate First Purchase Sales Commission shall be paid in the following months and paid mid-month or as close to mid-month as possible:
February, April, June, August, October, and December. As mentioned below, the Annual Bonus Commission payment is made in December along with any First Purchase Sales Commissions payments.
5.02
The Affiliate’s commission shall be paid as follows:
a. Some promotion plans may be excluded from the Annual Bonus Commission. The plans excluded will be outlined clearly in the promotion documentation.
First Purchase Sales Commission: The Affiliate shall earn an amount as outlined in the promotion documentation on the Affiliate Page. A commission is earned after the specified months required for paying customers as well as the free month of service.
The commission earned shall be equal to one month’s payment for the service purchased and will be credited to the affiliate’s account after the second payment is made.
Annual Bonus Commission: The Annual Bonus Commissions will be paid in the month of December of the year in which the Annual Bonus Commission levels have been reached. Commissions that are earned after the commission payment made in December will be added to the commissions earned in the following year. The Annual Bonus Commission Level percentages are as follows and in addition to First Purchase Sales Commission.
$00.00 to $1,500.00 annually – 0%
$1,501 to $3,000.00 annually – 5%
$3,001 to $5,000.00 annually – 7%
The annual amounts are calculated based upon the total of the 12 month’s annual revenue payments made to RawVoice through the efforts of the Affiliate.
Example: The Affiliate generates the following annual revenue for RawVoice through any service plan:
January – $300.00
February – $400.00
March – $400.00
April – $450.00
May – $250.00
June – $275.00
July – $375.00
August – $350.00
September – $450.00
October – $475.00
November – $525.00
December – $550.00
TOTAL: $4,800.00
Annual Bonus is 7% x $4,800 = $336.00
If the Affiliate made $920.00 in First Purchase Commissions, the Affiliate’s total earnings for the year will equal $1,256.00.
5.03 Private Internal Podcasting (PIP) and Pro Hosting Commissions:
Private Internal Podcasting and Pro Hosting Affiliate commissions are paid differently than the Affiliate commissions described in paragraph 5.02. If the Affiliate sells either of these products the commission is paid as an amount equal to the setup fee as described in the product literature available on the Blubrry website. Rawvoice will pay this commission to the Affiliate once the Affiliate’s referred customer has used and paid for service for 60 days. If the Affiliate’s referred customer is on an annual payment basis then the Affiliate will receive the commission when the annual payment is received by Rawvoice.
The Affiliate will receive an annual residual bonus for every customer the Affiliate refers and that customer remains as a paying customer during the year prior to the annual bonus payment. The residual bonus is 5% of the total monies paid by the Affiliate’s referral customer during the 12 months prior to the bonus payout.
The annual bonus payment is paid on the same schedule as described in paragraph 5.01.